SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark one)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                For the quarterly period ended September 30, 2001

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

               For the transition period from ________to________.

                           Commission File No. 0-22049

                                 S.W. LAM, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Nevada                                              62-1563911
--------------------------------               ---------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

             Unit 25-32, 2nd Floor, Block B, Focal Industrial Centre
                      21 Man Lok Street, Hunghom, Hong Kong
            -----------------------------------------------------------
                    (Address of principal executive offices)

                                 (852) 2766 3688
               --------------------------------------------------
              (Registrant's telephone number, including area code)


              (Former name, former address and formal fiscal year,
                          if changed since last report)

         Check whether the issuer (1) filed all reports  required to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

         As of  November  15,  2001,  12,865,000  shares of Common  Stock of the
issuer were outstanding.
<PAGE>

                                 S.W. LAM, INC.

                                      INDEX



                                                                         Page
                                                                         Number
                                                                       ---------

PART I - FINANCIAL INFORMATION

    Item 1.  Financial Statements

             Consolidated Balance Sheets - March 31, 2001 and
             September 30, 2001................................................1

             Consolidated Statements of Operations - For the three
             months and six months ended September 30, 2000 and
             September 30, 2001................................................2

             Consolidated Statements of Cash Flows - For the six months ended
             September 30, 2000 and September 30, 2001.........................3

             Notes to Consolidated Financial Statements........................4

    Item 2.  Management's Discussion and Analysis of Financial Condition
               and Results of Operations.......................................8

    Item 3.  Quantitative and Qualitative Disclosure About Market Risk........15

PART II - OTHER INFORMATION

    Item 6.  Exhibits and Reports on Form 8-K.................................16

SIGNATURES....................................................................16

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                                 S.W. LAM, INC.
                           CONSOLIDATED BALANCE SHEETS
                                    (US$,000)
                                   (Unaudited)

                                                     March 31,     September 30,
ASSETS                                                 2001           2001
                                                   -------------   -------------

Current asset:
  Cash and cash equivalents                       $         0      $         0

Investment in affiliates                               20,369           21,240
                                                      -------          -------
     Total assets                                     $20,369          $21,240
                                                      =======          =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liability:
  Due to a director                                 $     303          $   303

Stockholders' Equity:
  Preferred stock                                           0                0
  Common stock                                             13               13
  Additional paid-in capital                              528              528
  Retained earnings                                    19,525           20,396
                                                      -------          -------
     Total stockholders' equity                        20,066           20,937
                                                      -------          -------
     Total liabilities and stockholders' equity       $20,369          $21,240
                                                      =======          =======



        The accompanying notes are an integral part of these consolidated
                              financial statements


                                       1
<PAGE>

                                 S.W. LAM, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (US$,000, except per share data)
                                   (Unaudited)
<TABLE>

                                                Three Months Ended           Six Months Ended
                                                  September 30,                September 30,
                                               2000           2001         2000            2001
                                              ------         ------       ------          ------
<S>                                          <C>            <C>           <C>             <C>

Total revenues                               $ 16,291     $       0      $ 43,502     $        0

Cost of sales and services                    (13,246)            0       (35,175)             0
                                              --------     ---------     ---------       --------

        Gross profit                            3,045             0         8,327              0

Selling, general and
  administrative expenses                      (1,374)          (31)       (3,728)           (31)
Interest expenses, net                           (143)            0          (508)             0
Loss on dilution of equity interests
 in subsidiaries                               (9,611)            0        (9,611)             0
Share of profit of affiliates                     149           360           149            999
                                             --------      ---------     ---------       --------

Income (loss) before income taxes
  and minority interests                       (7,934)          329        (5,371)           968

Provision for income taxes                       (135)           (8)         (340)           (97)
                                              --------     ---------     ---------       --------

Income (loss) before minority interests        (8,069)          321        (5,711)           871

Minority interests                               (680)            0        (1,785)             0
                                              --------     ---------     ---------       --------

Net income (loss)                             $(8,749)      $   321       $(7,496)        $  871
                                              =======      =========     =========       ========

Basic income (loss) per share                  $(0.68)      $  0.03        $(0.59)        $ 0.07
                                               ======      =========     =========       ========

Weighted average shares
  outstanding                              12,800,000    12,865,000    12,800,000     12,865,000
                                           ==========     ==========   ==========     ==========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                              financial statements


                                       2
<PAGE>



                                 S.W. LAM, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (US$,000)
                                   (Unaudited)
<TABLE>


                                                               Six Months Ended September 30,
                                                                     2000            2001
                                                                   --------         -------
<S>                                                              <C>               <C>

Cash flows from operating activities:
Net income (loss)                                                  $ (7,496)      $     871
Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
    Depreciation of property, plant and equipment                     3,549               0
    Loss on dilution of interests in subsidiaries                     9,611               0
    Minority interest                                                 1,785               0
    Share of profit of associates, net of taxes and selling,
     general and administrative expense attributable to
     affiliates                                                        (129)           (871)
Decrease in operating assets:
    Accounts receivable, net                                         (3,741)              0
    Inventories                                                     (10,131)              0
    Prepayments and other current assets                               (621)              0
Increase in operating liabilities:
     Accounts payable                                                   597               0
     Accrued liabilities                                                  9               0
     Due to affiliates                                                   61               0
     Due to a director                                                  414               0
     Income taxes payable                                               321               0
                                                                   --------      ----------
     Net cash used in operating activities                           (5,771)              0
                                                                   --------      ----------

Cash flows from investing activities:
Additions to property, plant and equipment                           (5,281)              0
Net cash outflow from disposal of subsidiaries                      (17,867)              0
                                                                    --------     ----------
      Net cash used in investing activities                         (23,148)              0
                                                                   ---------     ----------

Cash flows from financing activities:
Net increase in short-term bank borrowings                           10,294               0
Repayment of capital element of capital lease obligations              (736)              0
Decrease in long-term bank loans                                       (110)              0
                                                                   ---------     ----------
       Net cash provided by financing activities                      9,448               0
                                                                   --------      ----------

Net decrease in cash and cash equivalents                           (19,471)              0
Cash and cash equivalents, as of beginning of period                 19,562               0
                                                                   --------      ----------
Cash and cash equivalents, as of end of period                    $      91      $        0
                                                                  =========      ==========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                              financial statements

                                       3
<PAGE>

                                 S.W. LAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 30, 2001

1.       INTERIM PRESENTATION

         The interim consolidated  financial statements are prepared pursuant to
         the requirements  for reporting on Form 10-Q. These statements  include
         the accounts of S.W.  Lam,  Inc. (the  "Company")  and its  subsidiary,
         together with the share of post acquisition results and reserves of its
         affiliates  under the equity method of  accounting.  The March 31, 2001
         balance sheet data was derived from audited  financial  statements  but
         does  not  include  all  disclosures  required  by  generally  accepted
         accounting  principles.  The  interim  financial  statements  and notes
         thereto should be read in conjunction with the financial statements and
         notes  included in the Company's Form 10-K for the year ended March 31,
         2001. In the opinion of management,  the interim  financial  statements
         reflect all adjustments of a normal  recurring  nature  necessary for a
         fair statement of the results for the interim  periods  presented.  The
         current period results of operations are not necessarily  indicative of
         results  which  ultimately  will be  reported  for the full year ending
         March 31, 2002.

2.       CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION

         A  substantial  portion of the sales,  purchases  and  expenses  of the
         Company's affiliates are in Hong Kong dollars. Management believes that
         maintaining  books  and  records  in  Hong  Kong  dollars  will  enable
         financial  results and relationships to be measured with more relevance
         and reliability.

         In the financial  statements  of the  individual  companies  within the
         Group,   transactions  in  other  currencies   during  the  period  are
         translated  into Hong Kong dollars at the applicable  rates of exchange
         prevailing  at  the  time  of the  transactions.  Monetary  assets  and
         liabilities  denominated in other  currencies are translated  into Hong
         Kong  dollars  at the  applicable  rates of  exchange  in effect at the
         balance sheet date. All such exchange differences are dealt with in the
         individual companies' statements of operations.

         Translation of amounts from Hong Kong dollars  ("HK$") to United States
         dollars  ("US$") is for the convenience of readers and has been made at
         US$1 = HK$7.8.  No  representation  is made  that the Hong Kong  dollar
         amounts  could have been,  or could be,  converted  into United  States
         dollars at the rate or at any other rate.

                                       4
<PAGE>
                          S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                               September 30, 2001

3.       AFFILIATED COMPANY DISCLOSURE

     a.  Dilution of Interest in Operating Subsidiary

     On August 23, 2000, the Company's principal operating subsidiary, Hang Fung
     Gold Technology  Limited ("HFGTL") issued 1,632 million shares to New ePoch
     Holdings  International Limited ("NEH") in exchange for a 49.9% interest in
     New  ePoch  Information  (BVI)  Company  Limited   ("NEI")(the  "New  ePoch
     Transaction").  In conjunction with the New ePoch  Transaction,  HFGTL also
     entered into a loan  agreement  for the  provision  of an interest  bearing
     secured  loan  facility to NEI of up to the higher of (i) HK$50  million or
     (ii) the  two-thirds  of the amount of the net  proceeds  of equity or debt
     issues  of  HFGTL.  Goodwill  arising  on the  New  ePoch  Transaction  was
     eliminated  against HFGTL's  reserve.  On August 28, 2000, HFGTL placed 550
     million  shares to  independent  investors for HK$62.7  million (the "HFGTL
     Placement").

     As a result of the New ePoch Transaction and the HFGTL Placement:

     i.   the Company's  indirect  ownership  interest in HFGTL  decreased  from
          53.145% to 35% and from 35% to 31.4%;

     ii.  HFGTL  and  its   subsidiaries   (including   affiliates)(collectively
          referred  to as  the  "HFGTL  Group")  are  classified  as  affiliates
          following the New ePoch Transaction;

     iii. the  Company's  consolidated  statements  of  operations  reflect  the
          Company's pre-transaction interest and post-transaction  proportionate
          interest in HFGTL Group;

     iv.  the  Company's  investment  in HFGTL  Group is reported on the balance
          sheet under the equity method of accounting;

     v.   the loss,  as  adjusted,  resulting  from  dilution  of the  Company's
          interest in HFGTL  amounted  to  approximately  $2,034,000,  which was
          charged to the 2001 consolidated statement of operations.

                                       5
<PAGE>

                                 S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                               September 30, 2001


3.       AFFILIATED COMPANY DISCLOSURE (Cont'd)

b.   Pro Forma Information

     In connection with the New ePoch  Transaction and the HFGTL Placement,  the
     Company  has  presented  the  following  condensed  pro forma  consolidated
     statement of operations  reflecting the New ePoch Transaction and the HFGTL
     Placement, as if both transactions had occurred at April 1, 1999.

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                   For the Six Months Ended September 30, 2001
                                     US $000
                                   (Unaudited)

                  Total revenues                                 $         0

                  Selling, general and administrative expenses           (31)
                                                                   ---------

                  Operating loss                                         (31)

                  Share of profit of affiliates                          999
                                                                    --------

                  Income before income taxes                             968

                  Provision for income taxes                             (97)
                                                                    --------

                  Net income                                             871
                                                                    ========

c.   Affiliate Operating Results

     The Company's operations are conducted entirely through HFGTL Group and NEI
     Group (NEI,  its subsidiary  and  affiliate).  As a result of the New ePoch
     Transaction,  from and after August 23, 2000,  HFGTL is accounted for as an
     affiliate  of the Company and the  operations  of HFGTL Group are no longer
     included in the consolidated results of the Company.

                                       6
<PAGE>


                                 S.W. LAM, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                   (Unaudited)
                               September 30, 2001


3.   AFFILIATED COMPANY DISCLOSURE (Cont'd)

     c.   Affiliate Operating Results (Cont'd)


     The following table presents operating results of HFGTL Group and NEI Group
     for the six months ended September 30, 2001 (in US$,000):
<TABLE>

                                             HFGTL Group                NEI Group
                                      -----------------------    ---------------------
                                         Six Months Ended           Six Months Ended
                                        September 30, 2001         September 30, 2001
                                      -----------------------    ---------------------
       <S>                            <C>                        <C>


        Total revenues                        $   79,250            $         0

        Cost of sales and service                (67,563)                    (0)
                                              -----------              ----------

        Gross profit                              11,687                      0

        Selling, general and
           administrative expenses                (6,163)                  (454)
                                              -----------              ----------

        Operating income (loss)                    5,524                   (454)

        Interest income (expense), net            (1,622)                  (281)

        Share of profit (loss) of affiliates        (367)                     0

        Write-back of (Provision for)
          amount due from an affiliate              (355)                     0
                                              -----------              ---------

        Income (loss) before income taxes          3,180                   (735)

        Provision for income taxes                  (308)                     0
                                              -----------              ---------

        Net income (loss)                        $ 2,872                $  (735)
                                              ===========              =========
</TABLE>


                                       7
<PAGE>

Item 2. Management's  Discussion And Analysis Of Financial Condition And Results
        Of Operations

         This report contains  forward-looking  statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of Securities Exchange
Act of 1934.  Statements  contained  herein which are not  historical  facts are
forward-looking  statements that involve risks and uncertainties.  All phases of
the Company's  operations  are subject to a number of  uncertainties,  risks and
other influences.  Therefore,  the actual results of the future events described
in such  forward-looking  statements  in this Form 10-Q could differ  materially
from those stated in such  forward-looking  statements.  Among the factors which
could  cause  the  actual  results  to  differ  materially  are  the  risks  and
uncertainties described both in this Form 10-Q and the risks,  uncertainties and
other factors set forth from time to time in the Company's other public reports,
filings and public  statements.  Many of these factors are beyond the control of
the Company,  any of which, or a combination of which,  could materially  affect
the  results  of  the  Company's  operations  and  whether  the  forward-looking
statements made by the Company ultimately prove to be accurate.

Dilution of Interest in Operating Subsidiary

         On August 23, 2000, the Company's principal operating subsidiary,  Hang
Fung Gold Technology  Limited ("HFGTL") issued 1,632 million shares to New ePoch
Holdings  International  Limited ("NEH") in exchange for a 49.9% interest in New
ePoch Information (BVI) Company Limited ("NEI")(the "New ePoch Transaction"). On
August 28, 2000,  HFGTL placed 550 million shares to  independent  investors for
HK$62.7 million (the "HFGTL Placement").

         As a result of the New ePoch  Transaction and the HFGTL Placement,  the
Company's indirect ownership interest in HFGTL decreased from 53.145% to 35% and
from  35%  to  31.4%;  HFGTL  and  its  subsidiary  (including  affiliates)  are
classified as  affiliates  following  the New ePoch  Transaction;  the Company's
consolidated  statements  of operations  reflect the  Company's  pre-transaction
interest  and  post-transaction  proportionate  interest  in  HFGTL  Group;  the
Company's  investment  in HFGTL Group is reported on the balance sheet under the
equity method of accounting;  during fiscal 2001, the Company reported a loss on
dilution of equity interest of HFGTL, which was charged to the 2001 consolidated
statement of operations.

Comparability of Financial Data

         Prior to the New ePoch Transaction,  HFGTL was the principal  operating
subsidiary  of the  Company.  After  the New  ePoch  Transaction  and the  HFGTL
Placement,  the Company's effective percentage of ownership in HFGTL was reduced
from 53.145% to 31.4% in August 2000, the accounting  treatment of HFGTL and its
subsidiaries  (including  affiliates) changed from subsidiaries to affiliates of
the Company.

         Because the  financial  statements  for the three and six months  ended
September 30, 2001 account for HFGTL and its subsidiaries (including affiliates)
as affiliates of the Company,  prior year comparative  financial information may
be of limited value.

                                       8
<PAGE>


Results of Operations

         Following the New ePoch Transaction and HFGTL Placement, the operations
of HFGTL Group are no longer  consolidated but are reported as a share of profit
in affiliates. For purposes of comparability, the discussion herein includes (1)
consolidated  results of  operations  as  reported,  (2) pro forma  consolidated
results of operations  reflecting the New ePoch  Transaction and HFGTL Placement
as if those  transactions  had  occurred  at April 1,  1999,  and (3)  operating
results of the Company's  affiliates,  HFGTL Group and NEI Group,  which results
are not included in the consolidated results of operations of the Company.

Quarter Ended September 30, 2000 Compared to Quarter Ended September 30, 2001

<TABLE>
                                                                                                   Pro Forma
                                    HFGTL Group              NEI Group         Consolidated       Consolidated
                                ------------------      -----------------    --------------     --------------
Quarter  Ended September 30,    2000          2001      2000         2001    2000       2001    2000      2001
                                ----          -----     -----       -----   ------      ----    ----      -----
<S>                             <C>           <C>       <C>         <C>     <C>         <C>     <C>       <C>

(in US`000)

Revenues                    $  28,004     $  37,248    $     -     $    -   $16,291    $    -   $   -    $    -
Cost of sales and services    (22,563)      (31,718)         -          -   (13,246)        -       -         -
                             ---------     ----------  --------     ------- --------   -------- ------    ------
Gross profit                    5,441         5,530          -          -     3,045         -       -         -
Selling, general and
   administrative expenses     (2,706)       (2,960)      (262)      (215)   (1,374)      (31)    (22)      (31)
                             ---------     ----------  --------     ------- --------   -------- ------    ------
Operating income (loss)         2,735         2,570       (262)      (215)    1,671       (31)    (22)      (31)
Interest expense, net            (609)       (1,076)        (8)      (149)     (143)        -       -         -
Loss on dilution of equity
interests in subsidiaries           -             -          -          -    (9,611)        -       -         -
Write-back of (provision for)
  amount due from an affiliate      -          (170)         -          -         -         -       -         -
Share of profit (loss) of
affiliates                        (95)         (182)      (270)         -       149       360     554       360
                             ---------     ---------   --------     ------- --------  --------- ------    ------
Income (loss) before
   income taxes                 2,031         1,142       (540)      (364)   (7,934)      329     532       329
Provision for income taxes       (180)          (26)         -          -      (135)       (8)    (57)       (8)
Minority interest                   -             -          -          -      (680)        -       -         -
                             ---------     ---------   --------     ------- --------  --------- ------    ------
Net income (loss)            $  1,851       $ 1,116   $   (540)   $  (364)  $(8,749)   $  321   $ 475    $  321
                             =========     =========   ========     ======= ========  ========= ======    ======
</TABLE>

         Revenues and Gross Profit.  Consolidated revenues for the quarter ended
September  30, 2001 were nil as compared to $16.3  million for the quarter ended
September 30, 2000. The decrease in  consolidated  revenues was  attributable to
the  reclassification  of HFGTL  Group as  affiliates  following  the New  ePoch
Transaction  in August 2000. Pro forma  consolidated  revenues were nil for both
the 2000 and 2001 quarters.

         Consolidated  gross profit for the quarter ended September 30, 2001 was
nil as compared to $3 million for the quarter  ended  September  30,  2000.  The
decrease in consolidated  gross profit was attributable to the  reclassification
of HFGTL Group as an affiliate  following  the New Epoch  Transaction  in August
2000.  Pro forma  consolidated  gross  profit was nil for both the 2000 and 2001
quarters.

         HFGTL Group.  Total  revenues of HFGTL Group were $37.3 million for the
quarter ended  September 30, 2001, an increase of 33.2% from $28 million for the
quarter ended  September  30, 2000.  The increase in revenues of HFGTL Group for
the  quarter was  primarily  attributable  to  increased  marketing  efforts and
adoption of a more competitive pricing strategy.

                                       9
<PAGE>

         Geographically, within Southeast Asia (including Hong Kong and the PRC)
sales by HFGTL Group  increased  60.6% to $32.6 million during the quarter ended
September 30, 2001 from $20.3 million  during the same period in the prior year.
Sales  within  Southeast  Asia  accounted  for 87.6% of total  sales  during the
current  period as compared  to 72.6%  during the same period in the prior year.
Sales  within the region  increased  due to increased  marketing  efforts in the
region,  particularly in the PRC, during the current quarter. Sales in Southeast
Asia (not  including  Hong Kong and the PRC) during the quarter ended  September
30, 2001  increased  67.7% to $5.2 million from $3.1 million for the same period
in the prior year.

         Outside of Asia (mainly in the United  States and Europe),  HFGTL Group
experienced a 39.6%  decrease in sales with these sales  accounting for 12.4% of
total  sales in the  quarter  ended  September  30, 2001 as compared to 27.4% of
total sales in the same period of the prior year.  The decrease in sales outside
of Asia was  attributable to a shift in marketing  resources and efforts to, and
strong product demand in, Southeast Asia regions, particularly in the PRC. Sales
in Europe  decreased  approximately  50% to $1.3  million for the quarter  ended
September 30, 2001 from $2.6 million in the same period of the prior year. Sales
in the United States  decreased  approximately  46.4% to $1.5 million during the
quarter  ended  September  30, 2001 from $2.8  million in the same period of the
prior year.

         Gross profit of HFGTL Group  increased  by 1.9% to $5.5 million  during
the current  period from $5.4 million during the same period in the prior fiscal
year.  The increase in gross profit was mainly  attributable  to the increase in
revenues.  Gross margin  decreased to 14.9% in the current  period from 19.4% in
the prior fiscal year period. The decrease in gross profit percentage during the
current period was primarily attributable to increased competition, the adoption
of a more  competitive  pricing strategy and the increase in proportion of sales
of gold products of relatively lower profit margin.

         NEI Group.  Total  revenues  of NEI Group  were nil during the  current
period and the prior  year  period.  NEI Group  operations  during  the  current
quarter were focused on developing and operating  e-commerce  trading facilities
between the PRC and the rest of the world.

         Operating  Expenses.  Consolidated  operating  expenses for the quarter
ended  September  30,  2001 were  $31,000 as  compared  to $1.4  million for the
quarter  ended  September  30,  2000.  The  decrease in  consolidated  operating
expenses was attributable to the  reclassification  of HFGTL Group as affiliates
following  the New ePoch  Transaction  in August  2000.  Pro forma  consolidated
operating expenses were $31,000 for the current period and $22,000 for the prior
year period.

         HFGTL Group.  Total  operating  expenses of HFGTL Group were $3 million
for the quarter ended September 30, 2001, an increase of 11.1% from $2.7 million
for the quarter ended September 30, 2000. The increase in operating  expenses of
HFGTL Group for the quarter was  primarily  attributable  to  increased  selling
expenses to support increased business operations.

         NEI Group.  Total operating expenses of NEI Group were $215,000 for the
quarter  ended  September  30, 2001,  a decrease of 17.9% from  $262,000 for the
quarter ended September 30, 2000.

                                       10
<PAGE>

         Interest Expense,  Net.  Consolidated  interest  expense,  net, for the
quarter ended September 30, 2001 was nil as compared to $143,000 for the quarter
ended September 30, 2000. The decrease in consolidated  net interest expense was
attributable to the  reclassification of HFGTL Group as affiliates following the
New ePoch  Transaction  in August  2000.  Pro forma  consolidated  net  interest
expense were nil for the 2001 quarter and 2000 quarter.

         HFGTL Group. Net interest expense of HFGTL Group was $1,076,000 for the
quarter  ended  September  30, 2001,  an increase of 76.7% from $609,000 for the
quarter ended September 30, 2000. The increase in net interest  expense of HFGTL
Group for the quarter was primarily  attributable  to increased  short-term bank
borrowings to support increased business operations.

         Share  of  Profit  of  Affiliates.  Consolidated  share  of  profit  of
affiliates  totaled  $360,000  during the quarter  ended  September  30, 2001 as
compared to $149,000 during the quarter ended  September 30, 2000.  Consolidated
share of profit of affiliates  represents the Company's  31.4% interest in HFGTL
Group,  including  a 49.9%  interest  in NEI  Group  owned by  HFGTL.  Pro forma
consolidated  share of profit of  affiliates  totaled  $360,000  for the quarter
ended September 30, 2001 and $554,000 for the quarter ended September 30, 2000.

         Income Taxes. Consolidated income taxes for the quarter ended September
30, 2001 was $8,000 as compared to $135,000 for the quarter ended  September 30,
2000. The decrease in  consolidated  income tax expense was  attributable to the
reclassification   of  HFGTL  Group  as  affiliates   following  the  New  ePoch
Transaction  in August  2000.  Pro forma  consolidated  income tax expense  were
$8,000 for the 2001 quarter and $57,000 for the 2000 quarter.

         HFGTL  Group.  Income tax  expense of HFGTL  Group was  $26,000 for the
quarter  ended  September  30, 2001,  a decrease of 85.6% from  $180,000 for the
quarter ended  September  30, 2000.  The decrease in income tax expense of HFGTL
Group for the quarter was  primarily  attributable  to adjustment in the quarter
for tax over-accrued in the June 30, 2001 quarter.

         Minority  Interest.  Consolidated  minority interest was nil during the
quarter  ended  September  30, 2001 as  compared to $680,000  during the quarter
ended September 30, 2000. The decrease in minority  interest was attributable to
reclassification  of HFGTL  Group  from as  subsidiaries  to  become  affiliates
following the New ePoch Transaction.  Pro forma  consolidated  minority interest
was nil for the quarters ended September 30, 2001 and 2000.

                                       11
<PAGE>


Six Months Ended  September 30, 2000 Compared to Six Months Ended  September 30,
2001

<TABLE>
                                                                                                                    Pro Forma
                                               HFGTL Group               NEI Group             Consolidated        Consolidated
Six Months Ended September 30,            2000            2001       2000         2001        2000      2001     2000        2001
                                         -------         -------    ------       ------      ------    ------   ------      ------
<S>                                      <C>             <C>        <C>          <C>         <C>       <C>      <C>         <C>

(in US`000)

       Revenues                        $  55,215        $ 79,250    $    -      $    -     $ 43,502    $    -   $   -     $     -
       Cost of sales and services        (44,492)        (67,563)        -           -      (35,175)        -       -           -
                                        ---------       ---------   -------     -------    ---------   -------  -------   ---------
       Gross profit                       10,723          11,687         -           -        8,327         -       -           -
       Selling, general and
          administrative expenses         (5,060)         (6,163)     (431)       (454)      (3,728)      (31)    (22)        (31)
                                        ---------       ---------  ---------    --------   ---------   -------  -------   ---------
       Operating income (loss)             5,663           5,524      (431)       (454)       4,599       (31)    (22)        (31)
       Interest expense, net                (974)         (1,622)       (8)       (281)        (508)        -       -           -
       Loss on dilution of equity interests
         in subsidiaries                       -               -         -           -       (9,611)        -       -           -
       Write-back of (provision for)
         amount due from an affiliate          -            (355)        -           -            -         -       -           -
       Share of profit (loss) of affiliates  (95)           (367)     (452)          -          149       999   1,303         999
                                       ----------       ---------  --------     --------   ----------  -------  -------   ---------
       Income (loss) before
          income taxes                     4,594           3,180      (891)       (735)      (5,371)      968   1,281         968
       Provision for income taxes           (385)           (308)        -           -         (340)      (97)   (121)        (97)
       Minority interest                       -               -         -           -       (1,785)        -       -           -
                                       ----------       ---------  --------     --------   ---------- --------  -------   ---------

       Net income (loss)               $  4,209         $  2,872   $ (891)      $ (735)    $ (7,496)   $  871  $1,160     $   871
                                       ==========       =========  ========     ========   ========== ========  =======   =========
</TABLE>

         Revenues  and Gross  Profit.  Consolidated  revenues for the six months
ended  September  30,  2001 were nil as  compared  to $43.5  million for the six
months ended  September  30, 2000.  The  decrease in  consolidated  revenues was
attributable to the  reclassification of HFGTL Group as affiliates following the
New ePoch Transaction in August 2000. Pro forma  consolidated  revenues were nil
for both the 2000 and 2001 periods.

         Consolidated  gross profit for the six months ended  September 30, 2001
was nil as compared to $8.3 million for the six months ended September 30, 2000.
The   decrease  in   consolidated   gross   profit  was   attributable   to  the
reclassification  of  HFGTL  Group  as an  affiliate  following  the  New  Epoch
Transaction in August 2000. Pro forma consolidated gross profit was nil for both
the 2000 and 2001 periods.

         HFGTL Group.  Total  revenues of HFGTL Group were $79.3 million for the
six months ended September 30, 2001, an increase of 43.7% from $55.2 million for
the six months ended September 30, 2000. The increase in revenues of HFGTL Group
for the period was primarily  attributable  to increased  marketing  efforts and
adoption of a more competitive pricing strategy.

         Geographically, within Southeast Asia (including Hong Kong and the PRC)
sales by HFGTL  Group  increased  62.6% to $64.4  million  during the six months
ended  September 30, 2001 from $39.6 million during the same period in the prior
year.  Sales within Southeast Asia accounted for 81.3% of total sales during the
current  period as compared  to 71.7%  during the same period in the prior year.
Sales  within the region  increased  due to increased  marketing  efforts in the
region,  particularly in the PRC, during the current period.  Sales in Southeast
Asia (not including Hong Kong and the PRC) during the six months ended September
30, 2001 increased  67.1% to $12.7 million from $7.6 million for the same period
in the prior year.

                                       12
<PAGE>

         Outside of Asia (mainly in the United  States and Europe),  HFGTL Group
experienced  a 5.1% decrease in sales with these sales  accounting  for 18.7% of
total sales in the six months ended  September  30, 2001 as compared to 28.3% of
total sales in the same period of the prior year.  The increase in sales outside
of Asia was  attributable to a shift in marketing  resources and efforts to, and
strong product demand in, Southeast Asia regions, particularly in the PRC. Sales
in Europe  decreased  approximately  5.7% to $5 million for the six months ended
September 30, 2001 from $5.3 million in the same period of the prior year. Sales
in the United States decreased  approximately  1.6% to $6 million during the six
months  ended  September  30,  2001 from $6.1  million in the same period of the
prior year.

         Gross profit of HFGTL Group  increased by 9.3% to $11.7 million  during
the current period from $10.7 million during the same period in the prior fiscal
year.  The increase in gross profit was mainly  attributable  to the increase in
revenues.  Gross margin  decreased to 14.7% in the current  period from 19.4% in
the prior fiscal year period. The decrease in gross profit percentage during the
current period was primarily attributable to increased competition, the adoption
of a more  competitive  pricing strategy and the increase in proportion of sales
of gold products of relatively lower profit margin.

         NEI Group.  Total  revenues  of NEI Group  were nil during the  current
period and the prior year period. NEI Group operations during the current period
were focused on developing and operating  e-commerce  trading facilities between
the PRC and the rest of the world.

         Operating Expenses.  Consolidated operating expenses for the six months
ended  September  30, 2001 were  $31,000 as compared to $3.7 million for the six
months ended September 30, 2000. The decrease in consolidated operating expenses
was attributable to the  reclassification of HFGTL Group as affiliates following
the New ePoch  Transaction  in August  2000.  Pro forma  consolidated  operating
expenses  were  $31,000  for the  current  period and $22,000 for the prior year
period.

         HFGTL Group.  Total operating expenses of HFGTL Group were $6.2 million
for the six months  ended  September  30,  2001,  an increase of 21.6% from $5.1
million for the six months ended  September 30, 2000.  The increase in operating
expenses of HFGTL Group for the period was primarily  attributable  to increased
selling expenses to support increased business operations.

         NEI Group.  Total operating expenses of NEI Group were $454,000 for the
six months ended  September  30, 2001, an increase of 5.3% from $431,000 for the
six months ended September 30, 2000.

         Interest Expense,  Net. Consolidated interest expense, net, for the six
months  ended  September  30, 2001 was nil as  compared to $508,000  for the six
months ended  September  30, 2000.  The  decrease in  consolidated  net interest
expense was  attributable to the  reclassification  of HFGTL Group as affiliates
following the New ePoch  Transaction in August 2000. Pro forma  consolidated net
interest expense were nil for the 2001 period and 2000 period.

                                       13
<PAGE>

         HFGTL Group. Net interest expense of HFGTL Group was $1,622,000 for the
six months ended  September 30, 2001, an increase of 66.5% from $974,000 for the
six months ended  September  30, 2000.  The increase in net interest  expense of
HFGTL Group for the period was primarily  attributable  to increased  short-term
bank borrowings to support increased business operations.

         Share  of  Profit  of  Affiliates.  Consolidated  share  of  profit  of
affiliates  totaled  $999,000  during the six months ended September 30, 2001 as
compared  to  $149,000   during  the  six  months  ended   September  30,  2000.
Consolidated  share of profit  of  affiliates  represents  the  Company's  31.4%
interest in HFGTL Group, including a 49.9% interest in NEI Group owned by HFGTL.
Pro forma  consolidated  share of profit of affiliates  totaled $999,000 for the
six months  ended  September  30, 2001 and  $1,303,000  for the six months ended
September 30, 2000.

         Income  Taxes.  Consolidated  income  taxes  for the six  months  ended
September  30, 2001 was $97,000 as compared to $340,000 for the six months ended
September  30,  2000.  The  decrease  in  consolidated  income tax  expense  was
attributable to the  reclassification of HFGTL Group as affiliates following the
New ePoch Transaction in August 2000. Pro forma consolidated  income tax expense
were $97,000 for the 2001 period and $121,000 for the 2000 period.

         HFGTL Group. Income tax expense of HFGTL Group was $308,000 for the six
months ended  September  30,  2001, a decrease of 20% from  $385,000 for the six
months ended  September  30,  2000.  The decrease in income tax expense of HFGTL
Group for the period was primarily  attributable to a decrease in income for the
current period compared with the corresponding period in the prior year.

         Minority  Interest.  Consolidated  minority interest was nil during the
six months ended  September 30, 2001 as compared to $1.8 million  during the six
months  ended  September  30,  2000.  The  decrease  in  minority  interest  was
attributable to  reclassification  of HFGTL Group from as subsidiaries to become
affiliates following the New ePoch Transaction.  Pro forma consolidated minority
interest was nil for the periods ended September 30, 2001 and 2000.

Financial Condition, Liquidity and Capital Resources

         The Company had no cash  balance and had a working  capital  deficit of
$303,000  at both  September  30,  2001  and  March  31,  2001.  Because  of the
reclassification of HFGTL Group as affiliates,  the Company's balance sheet does
not include any of the assets and liabilities of HFGTL Group.

         For the six  months  ended  September  30,  2001  no cash  was  used in
operating  activities  as compared to net cash used in operating  activities  of
$5.8  million  for the  corresponding  period of the  prior  year.  This  change
resulted from the reclassification of HFGTL Group as affiliates.

         No cash was used in  investing  activities  during the six months ended
September  30, 2001  compared  with $23.1  million used in investing  activities
during the six months ended  September 30, 2000.  This change  resulted from the
reclassification of HFGTL Group as affiliates.

                                       14
<PAGE>

         No cash was  provided  by  financing  activities  during the six months
ended  September  30, 2001 compared  with $9.4 million  provided  during the six
months ended September 30, 2000. This change resulted from the  reclassification
of HFGTL Group as affiliates.

         The Company had no long term debt at both  September 30, 2001 and March
31, 2001. This was attributable to the  reclassification  of HFGTL Group from as
consolidated subsidiaries to become as affiliates.

         As the  Company has no  operations  other than those  conducted  by its
affiliates,  HFGTL Group, the Company has limited liquidity and capital resource
requirements.  Management  believes  that its  current  financial  condition  is
sufficient to meet the Company's  anticipated needs for at least the next twelve
months and HFGTL  Group's  cash and working  capital is  sufficient  to meet its
anticipated needs for at least the next twelve months.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

         The Company has no material market risk.

         Sales of the Company's  affiliates,  HFGTL Group,  are  denominated  in
Renminbi  (the  "Rmb"),  U.S.  dollars  or  Hong  Kong  dollars.   Any  material
fluctuation in the value of the Rmb, the Hong Kong dollars  relative to the U.S.
dollars would have significant impact on HFGTL Group's operating results.

         In order to minimize its exposure to  fluctuations in the exchange rate
of Rmb, HFGTL Group utilities its Rmb revenue to settle the expenses denominated
in Rmb incurred in the purchase of raw materials and its  production  facilities
in the PRC. Only the unused Rmb may be subjected to exchange  risk. In addition,
HFGTL Group's  currency risk during the six months ended  September 30, 2001 was
immaterial as a result of the "peg" of Hong Kong dollars to the U.S. dollars and
therefore no derivative contracts such as forward contracts and options to hedge
against foreign exchange fluctuations was considered or made.

         HFGTL Group's  interest  expense is subject to the fluctuations of Hong
Kong interest rates. The interest rates on the bank  installment  loans of HFGTL
Group, in the principal amount of approximately  $9.2 million,  ranged from Hong
Kong prime  lending  rate less 1.75% to Hong Kong prime  lending  rate plus 3.5%
during the six months ended  September 30, 2001.  HFGTL Group does not currently
hedge its interest rate exposure as HFGTL Group  considers that there are (i) no
significant  changes in Hong Kong interest rates in the foreseeable  future, and
(ii) no adversely  effects on its operation and cash flow even if the applicable
prime lending interest rate is increased by 1% in Hong Kong.

                                       15
<PAGE>
                           PART II - OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                  None

                  (b)      Reports on Form 8-K

                  None


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                 S.W. LAM, INC.


Dated:   December 6, 2001                        By: /s/ Lam Sai Wing
                                                     -----------------------
                                                     Lam Sai Wing, President and
                                                     Chief Executive Officer

Dated:   December 6, 2001                        By: /s/ Chan Yam Fai, Jane
                                                     -----------------------
                                                     Chan Yam Fai, Jane
                                                     Chief Financial Officer